How Can Founders Enforce First Refusal Rights?
Learn how Philippine law protects founders enforcing a right of first refusal against a co-founder’s proposed sale to a direct competitor.
How Can Founders Enforce First Refusal Rights? Read More »
The Close Corporation as the Ideal Legal Vehicle for Family Businesses
This article talks about incorporating as a close corporation as an ideal vehicle for families who want to do business under Philippine law.
The Close Corporation as the Ideal Legal Vehicle for Family Businesses Read More »
A Comprehensive Legal Guide on Close Corporations in the Philippines
This article talks about the close corporations under Philippine law.
A Comprehensive Legal Guide on Close Corporations in the Philippines Read More »
What is the exception to the rule that all directors must sign a written consent to validate a board action taken without a meeting?
What is the exception to the rule that all directors must sign a written consent to validate a board action taken without a meeting? Section 100 provides several exceptions for close corporations where board action taken without a meeting is still deemed valid, primarily relying on unanimous consent or implied knowledge of the directors or
What is the dual basis for a stockholder to compel the corporation to purchase shares or compel its dissolution in a close corporation?
What is the dual basis for a stockholder to compel the corporation to purchase shares or compel its dissolution in a close corporation? A stockholder of a close corporation may compel the corporation to purchase their shares at fair value, which must be not less than the par or issued value, only when the corporation
What three provisions must the articles of incorporation of a close corporation contain regarding its stock?
What three provisions must the articles of incorporation of a close corporation contain regarding its stock? A close corporation is defined as one whose articles of incorporation provide three specific restrictions regarding its issued stock (SEC. 95, Revised Corporation Code of the Philippines). First, all the corporation’s issued stock of all classes, exclusive of treasury
What are the four types of entities that are prohibited from being incorporated as a close corporation.
What are the four types of entities that are prohibited from being incorporated as a close corporation. Although any corporation may generally be incorporated as a close corporation, several specific types of entities are explicitly excluded (SEC. 95, Revised Corporation Code of the Philippines). These prohibitions apply to mining or oil companies and stock exchanges.
Where must restrictions on the transfer of shares in a close corporation appear to be binding on a purchaser in good faith?
Where must restrictions on the transfer of shares in a close corporation appear to be binding on a purchaser in good faith? Restrictions on the right to transfer shares in a close corporation must appear in three mandatory locations to be binding on any purchaser in good faith (SEC. 97, Revised Corporation Code of the
What legal mechanism is required for a restriction on share transfer in a close corporation to avoid being considered overly burdensome?
What legal mechanism is required for a restriction on share transfer in a close corporation to avoid being considered overly burdensome? The restrictions imposed on share transfer in a close corporation shall not be more onerous than granting the existing stockholders or the corporation the option to purchase the shares of the transferring stockholder (SEC.
What are the consequences if stock in a close corporation is issued or transferred in breach of a qualifying condition stated conspicuously on the certificate?
What are the consequences if stock in a close corporation is issued or transferred in breach of a qualifying condition stated conspicuously on the certificate? If a stock is issued or transferred in breach of a conspicuously stated qualifying condition, the transferee is conclusively presumed to have notice of the fact of the ineligibility to
